[Form 4] Norfolk Southern Corp. Insider Trading Activity

Rhea-AI Filing Summary

Sameh Fahmy, a director of Norfolk Southern Corporation (NSC), was credited with restricted stock units as dividend equivalents under the companys Long-Term Incentive Plan on 08/20/2025. The filing reports a dividend-equivalent award denominated as 5.5427 (units) with an indicated per-share market value of $286.87, and shows 1,183.3426 shares beneficially owned following the transaction in a direct ownership form. The explanatory note clarifies these units were credited on the dividend payment date, are calculated based on the market value of common stock, and ultimately will be settled in common stock. The Form 4 was filed by one reporting person and signed under power of attorney on 08/22/2025.

Insights

Securities Analyst

TL;DR: Routine director dividend-equivalent RSU credit; aligns executive and shareholder interests but appears non-material to valuation.

The Form 4 documents a dividend-equivalent restricted stock unit credit to Director Sameh Fahmy on 08/20/2025, reported as 5.5427 (units) with a stated per-share market value of $286.87 and 1,183.3426 shares beneficially owned post-transaction. This disclosure is standard for equity compensation and reflects compensation-related issuance rather than an open-market transaction. From a capital-structure and dilution standpoint, the filing provides no indication of a large, dilutive grant or a change in control arrangements. Impact on share count and investor valuation appears immaterial based on the information provided.

Corporate Governance Expert

TL;DR: Administrative filing showing dividend-equivalent RSUs; consistent with long-term incentive practices and governance disclosure obligations.

The report indicates Norfolk Southern credited dividend-equivalent restricted stock units to a director under the Long-Term Incentive Plan, to be settled in common stock. The filing includes transaction date, ownership form (direct), and an explanatory footnote describing calculation methodology tied to the market value on the dividend payment date. This is a routine disclosure fulfilling Section 16 reporting requirements and demonstrates transparent reporting of director compensation events. No governance red flags or material structural changes are evident in the document itself.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fahmy Sameh

(Last) (First) (Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/20/2025		A(1)		5.5427(1)		(1)	(1)	Common Stock	5.5427	$286.87(1)	1,183.3426	D

Explanation of Responses:

1. Reports the number of restricted stock units credited to the reporting person's account in the Norfolk Southern Corporation Long-Term Incentive Plan in the form of dividend equivalent payments on restricted stock units held under the plan, calculated on the basis of the market value of the corporation's common stock on the dividend payment date. These units ultimately will be satisfied in common stock.

	J. Jeremy Ballard via P.O.A. for Sameh Fahmy	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Sameh Fahmy report on the Form 4 for NSC?

The Form 4 reports that Director Sameh Fahmy was credited with restricted stock units as dividend equivalents on 08/20/2025, recorded as 5.5427 (units) with a per-share value of $286.87, resulting in 1,183.3426 shares beneficially owned following the transaction.

What is the nature of the securities reported in the NSC Form 4?

The filing concerns restricted stock units (dividend equivalent payments) under Norfolk Southerns Long-Term Incentive Plan that ultimately will be settled in common stock.

When was the transaction and when was the Form 4 signed?

The transaction date is 08/20/2025 and the Form 4 was signed under power of attorney by J. Jeremy Ballard on 08/22/2025.

Does the Form 4 indicate direct or indirect ownership?

The filing shows the ownership form as Direct (D) for the shares reported following the transaction.

Will these units convert to common stock?

Yes. The explanatory note states the dividend-equivalent units were credited and ultimately will be satisfied in common stock.